A. A limited partnership may merge with one or more other constituent organizations pursuant to this section and Sections 1107 [54-2A-1107 NMSA 1978] through 1109 [54-2A-1109 NMSA 1978] of the Uniform Revised Limited Partnership Act and a plan of merger, if:
(1) the governing statute of each of the other organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
B. A plan of merger shall be in a record and shall include:
(1) the name and form of each constituent organization;
(2) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization and other consideration;
(4) if the surviving organization is to be created by the merger, the surviving organization's organizational documents; and
(5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents.
History: Laws 2007, ch. 129, § 1106.
Compiler's notes. — Laws 2009, ch. 181, § 6 amended Laws 2007, ch. 129, § 1208 to change the effective date of this section from July 1, 2009 to January 1, 2010.
Structure 2021 New Mexico Statutes
Article 2A - Uniform Revised Limited Partnership Act
Article 11 - Conversion and Merger
Section 54-2A-1101 - Definitions.
Section 54-2A-1102 - Conversion.
Section 54-2A-1103 - Action on plan of conversion by converting limited partnership.
Section 54-2A-1104 - Filings required for conversion; effective date.
Section 54-2A-1105 - Effect of conversion.
Section 54-2A-1107 - Action on plan of merger by constituent limited partnership.
Section 54-2A-1108 - Filings required for merger; effective date.
Section 54-2A-1109 - Effect of merger.
Section 54-2A-1110 - Restrictions on approval of conversions and mergers.
Section 54-2A-1111 - Liability of general partner after conversion or merger.